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The Company has completed the accelerated bookbuilding procedure announced earlier today. The Board of Directors of Bayn Group has now decided to carry out a directed share issue of 20,500,000 shares, at a subscription price of SEK 24.50 per share, resulting in proceeds of approximately SEK 502 million before transaction costs. The decision was made based on the authorization from the Extraordinary General Meeting held on 5 February 2021.
"We are very pleased with the strong interest, with a heavily oversubscribed issue from institutional investors for Humble Group and the belief in our vision for the market and the growth journey we have set out. Through the issue, we have secured additional capital to continue to maintain a high pace of organic growth and new acquisitions of future FMCG companies (fast moving consumer goods). Over the last 12 months, we have built an effective platform and structure in the management team, which has proven to give us the capacity to execute 5 high quality acquisitions in parallel. We have a stacked acquisition pipeline and it will be extremely exciting to see what 2021 has to offer." says Simon Petrén, CEO Bayn Group AB.
The subscription price was determined through an accelerated bookbuilding procedure and it is therefore the assessment of the Board of Directors that the subscription price correctly reflects current market conditions and demand.
The investors in the Rights Issue consisted of a large number of Swedish and international institutional investors, such as RoosGruppen, DNB Asset Management, Handelsbanken Fonder and Creades as well as Fjärde AP-Fonden. The reasons for deviating from the shareholders' preferential rights in the Rights Issue are to strengthen the Company's financial position and to finance acquisitions by raising capital in a time and cost efficient manner and to further diversify the shareholder base with Swedish and international institutional investors.
On March 26, 2021, Bayn Group announced updated medium-term (2025) financial targets for the Company. The financial targets include, among other things, the ambition to achieve a strong increase in sales over the next few years, driven by organic growth in combination with acquisitions. The company's ambition is to achieve an average organic growth of at least 10 percent per year and to reach net sales of SEK 8 billion pro forma. Furthermore, the company aims to achieve an adjusted EBITDA margin of 10 percent pro forma, while net debt in relation to RTM (rolling twelve months) adjusted EBITDA should not exceed 2.5 times. However, the company may, under special circumstances, choose to exceed this level for shorter periods in connection with acquisitions.
The net proceeds of the Rights Issue are intended to be used to support growth initiatives, mainly through further acquisitions, and to maintain financial flexibility.
The Company has earlier today announced that the Company has acquired the companies Grahns Konfektyr AB, Kryddhuset i Ljung AB, Performance R us AB, Nordic Sports Nutrition AB and Viterna AB (togetherthe"Target Companies") for a total purchase price of approximately SEK 78.5 million, which will be partly paid through a directed issue in kind of a total of 3,066,124 shares in the Company to the sellers of the Target Companies (the "Carrying Shares"). The new share issue entails a dilution of approximately 11.5 percent of the number of shares and votes in Bayn Group, including the Call Shares. The number of shares and votes in Bayn Group will thereby increase by 20,500,000, from 158,165,992 to 178,665,992. The share capital in the Company will increase by SEK 4,510,000, from SEK 34,796,518 to SEK 39,306,518.
The Company has, subject to customary exceptions and for the implementation of the Rights Issue, undertaken towards Carnegie not to issue shares for further capitalization for a period of 180 calendar days from the settlement date of the Rights Issue. In addition, the Company's board members Peter Werme, Thomas Petrén, Mikael A. Pettersson as well as CEO Simon Petrén, VP Noel Abdayem, COO Patrik Edström, CFO Johan Lennartsson and the shareholder RoosGruppen AB have, subject to customary exceptions and for the implementation of the Rights Issue, undertaken towards Carnegie not to dispose of any of their shares in Bayn Group during a lock-up period of 90 calendar days from the settlement date of the Rights Issue. Peter Werme (Chairman) and Simon Petrén (CEO) have an additional lock-up period of 90 days, which means a total lock-up period of 180 calendar days each.
Advisors
Carnegie is acting as Sole Global Coordinator and Bookrunner in connection with the Share Issue. Gernandt & Danielsson Advokatbyrå KB is acting as legal advisor to the Company in connection with the Share Issue.
For further information, please contact:
Simon Petrén, CEO, Bayn Group AB (publ)
Tel: +46 70 999 94 55
E-mail: simon.petren@bayngroup.com
This information is information that Bayn Group AB (publ.) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information in this press release was published by the contact person above, at the time stated by Bayn Group's news distributor Cision at the publication of this press release.
[1] Under name change to Humble Group AB.
About Bayn Group
Bayn Group is a Swedish foodtech and FMCG group delivering the next generation of consumer products that are good for people and the planet. Bayn focuses on the foodtech, eco, sustainability and vegan segments. The company is growing through organic growth, acquisitions and leveraging synergies across its business units: brands, distribution, manufacturing and ingredients. Bayn's technologies, refined through scientific research and extensive market experience, facilitate new formulations and recipes that improve the taste and texture of pre-generation sugar-reduced, sustainable and vegan products. For more information visit www.bayngroup.com.
Bayn Group is listed on Nasdaq Stockholm, First North Growth Market, under the ticker BAYN
FNCA Sweden AB is Bayn Group's certified adviser. Tel: 08-528 00 399 E-mail: info@fnca.se
Important information
The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from Bayn Group nor from anyone else.
This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the"Securities Act"), or in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with applicable U.S. law. The offer and sale of the securities referred to herein have not been and will not be registered under the Securities Act or applicable securities laws of the United States, Australia, Canada, New Zealand, Singapore, Hong Kong, Japan, South Africa or any other jurisdiction. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in the United States, Australia, Canada, New Zealand, Singapore, Hong Kong, Japan, South Africa or in any other jurisdiction where such announcement, publication or distribution of the information does not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a violation of applicable securities laws or regulations. There will be no public offering of the securities referred to herein in Sweden, the United States or any other jurisdiction.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the"Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Bayn Group has not authorized any offer to the public of shares or rights in the United Kingdom or any member state of the EEA and no prospectus has been or will be prepared in connection with the Rights Issue. In any EEA Member State, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities referred to herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with "qualified investors" within the meaning of the Prospectus Regulation who are (i) persons who have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the"Order") or (ii) high net worth individuals referred to in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available in the United Kingdom only to relevant persons and will be engaged in only with relevant persons. Persons who are not relevant persons should not take any action based on this announcement or act or rely on it.
This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in new shares. An investment decision in relation to the New Issue should be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by Carnegie. Carnegie is acting solely for the Company in connection with the Rights Issue and not on behalf of anyone else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the transaction or in relation to any other matter referred to herein. If you do not understand the contents of this press release you should consult a qualified financial adviser.
Forward-looking statements
This press release contains forward-looking statements that reflect Bayn's intentions, beliefs or expectations regarding Bayn's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which Bayn operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "anticipates", "should", "could" and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although Bayn believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. Bayn does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of the press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither Bayn nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or Nasdaq First North Growth Market's Rule Book for Issuers.
For the purpose of complying with the product governance requirements contained in: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as consolidated, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593, which complements MiFID II and (c) national implementing measures (together,the "MiFID IIProduct Governance Requirements ") and in order to disclaim any non-contractual, contractual or other liability to which any "manufacturer" (within the meaning of the MiFID II Product Governance Requirements) might otherwise be subject, Bayn Group's shares have been subject to a product approval process, which has determined that such shares are: (i) suitable for a target market of retail investors and investors meeting the criteria of professional clients and eligible counterparties, as defined in MiFID II; and (ii) suitable for distribution through all distribution channels permitted by MiFID II (the"Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of Bayn Group shares may fall and investors may lose all or part of their investment; there is no guarantee of return or capital protection associated with Bayn Group shares; and an investment in Bayn Group shares is suitable only for investors who do not require a guaranteed return or capital protection and who (acting alone or with the advice of an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and have sufficient resources to bear any losses that may result from such an investment. The Target Market Assessment is without prejudice to any other requirements relating to contractual, legal or regulatory selling restrictions in connection with the Rights Issue. Furthermore, it should be noted that, notwithstanding the Target Market Assessment, Carnegie will only provide investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of MiFID II or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares of Bayn Group.
Each distributor is responsible for conducting its own target market assessment for Bayn Group shares and for determining appropriate distribution channels.
